**EXHIBIT 31.2**

 

I, Michael L. Paxton, Chief Financial Officerof Intrusion Inc., certify that:

 

(1)                                  I havereviewed this quarterly report on Form 10-Q of Intrusion Inc.;

 

(2)                                  Based on myknowledge, this report does not contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

(3)                                  Based onmy knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

(4)                                  The registrant’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)                                  Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)                                 Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)                                  Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

(5)                                  Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)                                  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to

 

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adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)                                 Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:  November 13, 2003 | /s/  Michael L.  Paxton |
|-------------------------------|-----------------------------------|
|                          | Michael L. Paxton                 |
|                          | Chief Financial Officer           |

 

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